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                                                                   EXHIBIT 10.29

                        HOUSTON INDUSTRIES INCORPORATED
                             DIRECTOR BENEFITS PLAN


     Houston Industries Incorporated, a Texas corporation (the "Company"),
hereby establishes the Director Benefits Plan (the "Plan"), effective January
1, 1992.

                           I. PURPOSE AND DEFINITIONS

     1.01 Purpose. The purpose of the Plan is to provide retainer continuation
benefits for non-employee directors of the Company.

     1.02 Definitions.

          (a)  "Company" means Houston Industries Incorporated, a Texas
corporation, or any successor thereto.

          (b)  "Director" means a non-employee member of the Board of Directors
of the Company.

          (c)  "Plan" means the Houston Industries Incorporated Director
Benefits Plan set forth herein, as established effective January 1, 1992, and
as the same may hereafter be amended from time to time.

                               II. ADMINISTRATION

     2.01 Appointment of Committee. This plan shall be administered by the
Compensation and Benefits Committee appointed by the Board of Directors of the
Company (the "Committee").

     2.02 Powers and Duties of Committee. The Committee shall have the
primary responsibility for the administration and operation of the Plan and
shall have all powers necessary to carry out such responsibilities, including,
but not limited to, the following powers and duties:


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          (a)  To determine the eligibility of each Director for participation
in the Plan;

          (b)  To determine the level of benefits to be provided each Director
under the Plan; and

          (c)  To establish uniform and nondiscriminatory rules of
interpretation and administration of the Plan which may be modified from time
to time.

          The Committee shall publish and file or cause to be published and
filed or disclosed all reports and disclosures required by federal or state law.
The Committee shall keep all such books of accounts, records and other data as
may be necessary for the proper administration of the Plan.

     2.03 Payment of Expenses. Each member of the Committee shall serve without
compensation for his services, but all expenses incurred in administration of
the Plan shall be paid by the Company.

     2.04 Indemnities. The Company shall indemnify each member of the Committee
against any and all claims, losses, damages, expenses or liabilities arising
from any action or failure to act with respect to the Plan, except when the
same is determined to be due to the gross negligence or willful misconduct of
such person.

                         III. PARTICIPATION IN THE PLAN

     All Directors serving in such capacity on or after January 1, 1992 shall
be eligible to participate in the Plan.

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                                  IV. BENEFITS

     4.01 Retainer Continuation Benefits. Each Director who has served in the
capacity of a Director for at least one full year shall receive an annual
benefit in cash equal to the amount of the annual retainer fee payable to a
Director for the year in which the Director terminates service as Director,
payable for a period certain equal to the number of full years of service in his
capacity of a Director. A "full year" of service shall mean the completion of
service in the capacity of a Director from one annual meeting of shareholders to
the next following annual meeting of shareholders. Such annual amount shall
commence to be paid the January next following the later of (a) the Director's
termination of service as a Director for any reason or (b) the Director's
attainment of age sixty-five (65).

     4.02 Death of a Director. Upon the death of a Director before receipt of
all payments payable under the Plan, the Director's beneficiary or
beneficiaries, designated under rules and procedures established by the
Committee, or in the absence of such beneficiary, the Director's surviving
spouse, or if there is no surviving spouse, the personal representative of such
Director's estate, shall be entitled to receive the cash payment or payments to
which the Director was entitled. In the event of the subsequent death of the
beneficiary (as determined in the preceding sentence), any payments remaining
under the Plan shall be paid to the personal representative of the beneficiary's
estate. Any payments made to an estate shall be paid in an actuarially
equivalent lump-sum, employing reasonable actuarial assumptions as determined in
the sole discretion of the Committee.

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     4.03 Withholding of Taxes. The Company shall deduct from the amount of any
benefits payable under this Plan any taxes required to be withheld by the
federal, state or local government.

                             V. RIGHTS OF DIRECTORS

     5.01 Nonalienation of Benefits. No right or benefit under this Plan shall
be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber
or charge the same will be void. No right or benefit hereunder shall be in any
manner payable for or subject to any debts, contracts, liabilities or torts of
the person entitled to such benefits.

     5.02 Prerequisites to Benefits. No Director, or any person claiming through
a Director, shall have any right or interest in the Plan or any benefits
hereunder, unless and until all terms, conditions and provisions of the Plan
which affect such Director or such other person shall have been complied with as
specified herein.

                               VI. MISCELLANEOUS

     6.01 Amendment or Termination of the Plan. The Board of Directors of the
Company may amend or terminate this Plan in whole or in part at any time. Any
such amendment or termination shall not, however, adversely affect the rights of
any Director to any accrued benefits under this Plan.

     6.02 Applicable Laws. This Plan shall be construed, administered and
governed in all respects under the laws of the State of Texas.

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     6.03 Nature of Company's Obligation. The benefits provided under this Plan
shall be a general, unsecured obligation of the Company payable solely from the
general assets of the Company, and neither the Director nor the Director's
beneficiary shall have any interest in any assets of the Company by virtue of
this Plan. All obligations of the Company under this Plan are purely
contractual and shall not be funded or secured in any way.

                                        HOUSTON INDUSTRIES INCORPORATED



ATTESTED TO BY THE ASSISTANT CORPORATE
SECRETARY AS ADOPTED BY THE BOARD OF
DIRECTORS OF HOUSTON INDUSTRIES
INCORPORATED ON NOVEMBER 6, 1991

/s/ CHRISTIAN SCHLEY
----------------------------------
Christian Schley,
Assistant Corporate Secretary

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                         HOUSTON INDUSTRIES INCORPORATED
                             DIRECTOR BENEFITS PLAN

                           (Effective January 1, 1992)


                                 First Amendment


               Houston Industries Incorporated, a Texas corporation (the
"Company"), having adopted the Houston Industries Incorporated Director Benefits
Plan, effective January 1, 1992 (the "Plan"), and having reserved the right
under Section 6.01 thereof to amend the Plan, does hereby amend the Plan,
effective as of August 6, 1997, to read as follows:

               1. Section 4.01 of the Plan is hereby amended by adding the
following sentence to the end thereof:

        "Full years of service completed while a director of NorAm Energy Corp.,
        any predecessor thereto, or any division or subsidiary of NorAm Energy
        Corp., or while a director of any 'advisory board' of NorAm Energy Corp.
        or its subsidiaries or divisions, will be included in the calculation of
        full years of service under the Plan."

               2. New Section 4.04 is added to the Plan at the end of Article IV
to read as follows:

               "4.04 Benefit Offset. Notwithstanding any provision hereto to the
        contrary, the annual benefit amount payable to a Director calculated
        under Section 4.01 hereof shall be reduced by the amount of any annual
        benefit that the Director receives under the NorAm Energy Corp.
        Directors' Retirement Plan."



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               IN WITNESS WHEREOF, Houston Industries Incorporated has caused
this Amendment to be executed by its duly authorized officers this 26th day of
February, 1998, but effective as of August 6, 1997.


                                        HOUSTON INDUSTRIES INCORPORATED



                                        By /s/ LEE W. HOGAN
                                          --------------------------------------
                                             Name: Lee W. Hogan
                                             Title: Executive Vice President

ATTEST:

/s/ [Signature Illegible]
-----------------------------------



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